Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 10:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act
of 1934
(Amendment No. 1)
Avon
Products Inc.
(Name of Issuer)
Common
Stock
(Title of Class of Securities)
054303102
(CUSIP Number)
December
31, 2019
(Date of Event Which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13G
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CUSIP No. 054303102
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Page 2 of 8 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dynamo Internacional Gestao de Recursos Ltda.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
The Federative Republic of Brazil
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
31,878,494
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
31,878,494
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,878,494
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.2%
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12
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TYPE OF REPORTING PERSON (See Instructions)
FI
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SCHEDULE 13G
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CUSIP No. 054303102
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Page 3 of 8 Pages
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dynamo Administração de Recursos Ltda.
|
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
The Federative Republic of Brazil
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
11,654,838
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
11,654,838
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,654,838
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6%
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12
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TYPE OF REPORTING PERSON (See Instructions)
FI
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Item 1.
Avon
Products Inc.
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(b)
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Address of Issuer's Principal Executive Offices.
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Building 6, Chiswick Park London United Kingdom W4 5HR
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(a)
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Name of Person Filing.
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This Statement on Schedule 13G is being filed
by Dynamo Internacional Gestão de Recursos Ltda. and Dynamo Administração de Recursos Ltda. (collectively,
the “Reporting Persons”), with respect to the shares of Common Stock of Avon Products, Inc. (the “Issuer”).
Dynamo Internacional Gestão de Recursos
Ltda. serves as the investment manager of Dynamo Brasil I LLC, Dynamo Brasil III LLC, Dynamo Brasil V LLC, Dynamo Brasil VI LLC,
Dynamo Brasil VIII LLLC, Dynamo Brasil IX LLC, Dynamo Brasil XIV LLC, Dynamo Brasil XV LLC, Dynamo Global Master Fundo de Investimento
em Ações – Investimento no Exterior and Dynamo Master Fund (Dynamo Global Master Fundo de Investimento em Ações
– Investimento no Exterior and Dynamo Master Fund together the “Master Funds”), which directly hold the shares
of Common Stock reported herein by Dynamo Internacional Gestão de Recursos Ltda.
The controlling shareholders of Dynamo Global
Master Fundo de Investimento em Ações – Investimento no Exterior are Dynamo Global Fundo de Investimento em
Cotas de Fundo de Investimento em Ações – Investimento no Exterior and Dybra Global Fundo de Investimento em
Cotas de Fundo de Investimento em Ações – Investimento no Exterior, and the controlling shareholders of Dynamo
Master Fund are Dynamo Fund and Dynamo Fund LLC.
Dynamo Administração de Recursos
Ltda. serves as the investment manager of Dynamo Cougar Fundo de Investimento em Ações, Ascese Fundo de Investimento
em Ações, Dybra Fundo de Investimento em Ações, DYC Fundo de Investimento em Ações, TNAD
Fundo de Investimento em Ações and São Fernando IV Fundo de Investimento em Ações, which directly
hold the Common Stock reported herein by Dynamo Administração de Recursos Ltda.
The funds managed by Dynamo Internacional Gestão
de Recursos Ltda. hold together 31,878,494 shares of Common Stock, which represent 7.2% of the issued and outstanding shares of
Common Stock. The funds managed by Dynamo Administração de Recursos Ltda. hold together 11,654,838 shares of Common
Stock, which represent 2.6% of the issued and outstanding shares of Common Stock. None of the funds listed above hold more than
5% of the issued and outstanding shares of Common Stock.
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(b)
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Address of Principal Business Office or, if none, Residence.
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The address of the business office of
the Reporting Persons is Av. Ataulfo de Paiva, 1235 - 6 Andar, Rio de Janeiro, D5 22440-034, Brazil.
The Federative Republic of Brazil
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(d)
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Title of Class of Securities.
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Common Stock
054303102
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Item 3.
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If this statement is filed pursuant to § 240.13d-1(b) or § 240.13d-2(b) or (c), check whether the person filing
is a:
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(a)
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☐ Broker or dealer registered under Section 15 of the Act.
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(b)
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☐ Bank as defined in section 3(a)(6) of the Act.
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(c)
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☐ Insurance company as defined in section 3(a)(19) of the Act.
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(d)
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☐ Investment company registered under section 8 of the Investment Company Act of 1940.
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(e)
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☐ An investment adviser in accordance with § 240.13(d)-1(b)(1)(ii)(E).
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(f)
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☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
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(g)
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☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h)
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☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940.
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(j)
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☒ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
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(k)
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☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
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If filing as a non-U.S. institution
in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: investment adviser registered with the
Comissão de Valores Mobiliários of the Federative Republic of Brazil.
The information required by Items 4(a)-(c)
is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following ☐.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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The Reporting Persons are
filing this Statement on Schedule 13G with respect to Common Stock held directly by the funds listed on item 2(a) above. No such
person is known to have such an interest relating to more than 5% of the class of subject securities.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company.
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Not applicable.
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Item 8.
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Identification and Classification of Member of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
By
signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to investment advisers
registered with the Comissão de Valores Mobiliários of the Federative Republic of Brazil is substantially comparable
to the regulatory scheme applicable to the functionally equivalent U.S. institution(s).
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2020
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Dynamo Internacional Gestão de Recursos Ltda.
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By:
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/s/ Emerson Adriano Ferrato Melo
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Name:
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Emerson Adriano Ferrato Melo
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Title:
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Chief Operating Officer
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Dynamo Administração de Recursos Ltda.
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By:
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/s/ Emerson Adriano Ferrato Melo
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Name:
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Emerson Adriano Ferrato Melo
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Title:
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Chief Operating Officer
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